VANCOUVER :
Else Nutrition Holdings Inc. (the Company or Else Nutrition or Else) (TSXV: BABY) (OTCQB: BABYF), a developer of novel plant based infant nutrition, is pleased to announce that it has closed its previously announced non-brokered private placement including a strategic investment with NewH2 Limited (New H2), a wholly owned subsidiary of Health and Happiness (H and H) International Holdings Ltd, a Hong Kong Stock Exchange company (HK:1112).
Pursuant to the private placement the Company issued an aggregate of 12,383,900 units (the Units) at a price of C$0.646 per Unit for gross proceeds of C$8,000,000. Each Unit consists of one common share and 0.25 share purchase warrants, with each whole warrant (a Warrant) entitling the holder to acquire one additional common share of the Company at an exercise price of C$0.969 per share for a period of thirty (30) months from the closing date. The private placement is previously announced in the Company's news release dated February 19, 2020.
NewH2 purchased 8,900,928 of the Units, representing approximately 11.15% of the Company's issued and outstanding common shares. All securities acquired by NewH2 are subject to a voluntary twelve (12) month hold period. NewH2 and the Company have entered into an investor rights agreement pursuant to which NewH2 is granted certain rights to maintain its percentage holdings of common shares in the Company through participation in future financings, and the right to hold one board seat on the Company's board of directors. Accordingly, Mr. Akash Bedi has been appointed as a director of the Company, effective immediately.
The company intends to use the proceeds from the private placement to accelerate its anticipated launch in the United States scheduled for the second quarter of 2020, to enhance its toll manufacturing capabilities, to build its distribution relationship with Health and Happiness (H&H) Hong Kong Limited, the parent company of New H2 (H&H) and expedite sales in the new territories, and to undertake additional marketing initiatives, as well as for general working capital. All securities issued in connection with the private placement are subject to a four (4) month hold period pursuant to the policies of the TSX Venture Exchange and applicable securities laws.
Early Warning Report
Pursuant to the private placement, NewH2 acquired 8,900,929 common shares of the Company, representing approximately 11.15% of the issued and outstanding common shares of the Company on a non-diluted basis, and 2,225,232 warrants to purchase common shares of the Company, which if exercised, would result in NewH2 holding approximately 13.94% of the issued and outstanding common shares of the Company on a partially diluted basis, assuming no further common shares of the Company have been issued.
Immediately prior to the private placement NewH2 did not own any common shares of the Company. Following the private placement NewH2 now owns 8,900,929 common shares of the Company, representing approximately 11.15% of the issued and outstanding common shares of the Company. The private placement has resulted in a 11.15% change in NewH2's ownership of common shares on a non-diluted basis. NewH2 has no present intention to dispose of or acquire further securities of the Company. NewH2 may, in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.
NewH2 purchased 8,900,928 of the Units, representing approximately 11.15% of the Company's issued and outstanding common shares. All securities acquired by NewH2 are subject to a voluntary twelve (12) month hold period. NewH2 and the Company have entered into an investor rights agreement pursuant to which NewH2 is granted certain rights to maintain its percentage holdings of common shares in the Company through participation in future financings, and the right to hold one board seat on the Company's board of directors. Accordingly, Mr. Akash Bedi has been appointed as a director of the Company, effective immediately.
The company intends to use the proceeds from the private placement to accelerate its anticipated launch in the United States scheduled for the second quarter of 2020, to enhance its toll manufacturing capabilities, to build its distribution relationship with Health and Happiness (H&H) Hong Kong Limited, the parent company of New H2 (H&H) and expedite sales in the new territories, and to undertake additional marketing initiatives, as well as for general working capital. All securities issued in connection with the private placement are subject to a four (4) month hold period pursuant to the policies of the TSX Venture Exchange and applicable securities laws.
Early Warning Report
Pursuant to the private placement, NewH2 acquired 8,900,929 common shares of the Company, representing approximately 11.15% of the issued and outstanding common shares of the Company on a non-diluted basis, and 2,225,232 warrants to purchase common shares of the Company, which if exercised, would result in NewH2 holding approximately 13.94% of the issued and outstanding common shares of the Company on a partially diluted basis, assuming no further common shares of the Company have been issued.
Immediately prior to the private placement NewH2 did not own any common shares of the Company. Following the private placement NewH2 now owns 8,900,929 common shares of the Company, representing approximately 11.15% of the issued and outstanding common shares of the Company. The private placement has resulted in a 11.15% change in NewH2's ownership of common shares on a non-diluted basis. NewH2 has no present intention to dispose of or acquire further securities of the Company. NewH2 may, in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.
